I am concerned about the proposed changes to the definition of "accredited investor" in File # S7-25-06. I understand that you propose that only individuals with investments worth $2,500,000 or greater would be allowed to participate in certain private investment vehicles.

As an advisor to over 100 persons of investment means greater than a few hundred thousand dollars, I spend a good deal of my research efforts seeking investments that will reduce the risks of long-term investing for my clients. Almost 40 of my clients have investments that I manage that exceed $1,000,000. However, only three or four of these people would meet the proposed new requirement. This would deprive them of the ability to adequately diversify their investments, and thereby reduce their risk without sacrificing most of the return potential.

I beg you to leave the definition of Accredited Investor as it is, or at the very least, allow people with $1,000,000 who employ the services of an SEC-Registered Investment Advisor to continue as they have been.

This is not case of pleading in my own self-interest, as I am a fee-only advisor. As a fiduciary for my clients, I am making the request and suggestion in their interests.